Exhibit 3.1

                            CERTIFICATE OF AMENDMENT
                                     TO THE
                      RESTATED CERTIFICATE OF INCORPORATION
                      OF MICROCHIP TECHNOLOGY INCORPORATED

     MICROCHIP  TECHNOLOGY  INCORPORATED,  a corporation  organized and existing
under and by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify:

     FIRST:  That  at  a  meeting  of  the  Corporation's  Board  of  Directors,
resolutions  were duly  adopted  proposing  and  declaring  advisable a proposed
amendment to the Corporation's  Restated Certificate of Incorporation,  amending
Article IV(A) thereof to read as follows:

                                   ARTICLE IV

     (A)  CLASSES OF STOCK.  This corporation is authorized to issue two classes
          of stock to be designated, respectively, "Common Stock" and "Preferred
          Stock." The total number of shares which the corporation is authorized
          to issue is three hundred and five million (305,000,000) shares. Three
          hundred million  (300,000,000) shares shall be Common Stock, par value
          $0.001  per  share  and  five  million  (5,000,000)  shares  shall  be
          Preferred Stock, par value $0.001 per share.

     SECOND:  That upon  notice  given in  accordance  with  Section  222 of the
General  Corporation Law of the State of Delaware,  and pursuant to a resolution
of the Board of Directors,  a meeting of the stockholders of the Corporation was
duly called and held, at which meeting the stockholders approved said amendment.

     THIRD: That the aforesaid amendment was duly adopted in accordance with the
applicable provisions of Section 242 of the General Corporation Law of the State
of Delaware.

     IN WITNESS  WHEREOF,  Microchip  Technology  Incorporated  has caused  this
Certificate  of  Amendment  to be  signed by Steve  Sanghi,  its  President  and
attested by Mary K. Simmons, its Secretary, as of the 18th day of August, 2000.

                                        MICROCHIP TECHNOLOGY INCORPORATED

                                        By: /s/ Steve Sanghi
                                            ------------------------------------
                                            Steve Sanghi, President

ATTEST:

By: /s/ Mary K. Simmons
    ---------------------------------
    Mary K. Simmons, Secretary